SERVICES AGREEMENT
THIS AGREEMENT, is made as of the 1st day of January 1998, (hereinafter
referred to as the "Effective Date"), by and between Hydron Technologies, Inc.,
a corporation organized and existing under the laws of the State of New York,
with its principal office business located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Hydron") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
doing business as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Associates Incorporated with the principal
office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
(hereinafter referred to as "▇▇▇▇▇▇▇▇").
W I T N E S S E T H:
WHEREAS, Hydron desires to retain the services of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
desires to render services, as hereinafter provided, as a spokesperson for
Hydron and Hydron Products (as hereinafter defined);
WHEREAS, Hydron desires the right to utilize the Property (as hereinafter
defined) in connection with the marketing of its products, including the
manufacturing, licensing, advertising, promotion, sale and distribution thereof.
NOW, THEREFORE, the parties agree as follows:
1. Definitions.
(a) The term "Base Amount" shall mean, with respect to each month
during the Term, the amount set forth on Schedule A hereto, with respect to such
month.
(b) The term "Effective Date shall mean January 1, 1998.
(c) The term "Event" shall mean each trip that ▇▇▇▇▇▇▇▇ shall make
to the headquarters of QVC, Inc. ("QVC") in West Chester, Pennsylvania, or such
other location as QVC shall direct, to perform the service to be rendered
hereunder, regardless of how many appearances (approximately four (4) except for
TSV's) by ▇▇▇▇▇▇▇▇ are required on QVC television programs during such trip.
(d) The term "Hydron Products" shall mean any and all products
manufactured, sold, distributed, advertised or promoted by, for or on behalf of
Hydron.
(e) The term "Performance Bonus" shall mean the bonus to be paid to
▇▇▇▇▇▇▇▇ as hereinafter provided in paragraph 4(b).
(f) The term "Property" shall mean the name "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇",
▇▇▇▇▇▇▇▇'▇ signature, autograph, initials, caricature, photograph, likeness,
voice, biographical data, all other visual or vocal representations or indicia
of ▇▇▇▇▇▇▇▇, and any derivatives or variations thereof as it appears on QVC for
Hydron.
(g) The term "Term" shall mean the period commencing on the
Effective Date and terminating on the six month anniversary thereof, unless
otherwise extended in accordance with Section 5 hereof.
(h) The term "Territory" shall mean North America, South America and
Central America.
(i) The term "QVC Sales" shall mean all sales of Hydron Products
made through QVC, net of any returns thereof.
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2. Services of ▇▇▇▇▇▇▇▇.
(a) Subject to the provisions of this Agreement, ▇▇▇▇▇▇▇▇ shall,
during the Term, render the following services, diligently and to the best of
her ability:
(i) appear personally to promote Hydron's name and the sale
of Hydron Products on QVC's television programming, as
Hydron shall arrange and request;
(ii) make personal endorsements of Hydron Products in
interviews, commercials and advertisements in all media,
including without limitation, radio, television, cinema,
newspapers, magazines and publications of every kind and
nature, as Hydron shall arrange and request relating to
Hydron products for sale on the QVC network;
(iii) perform and appear, in television and radio commercials
(including "openings", "closings", "lead-ins" and
"lead-outs") involving Hydron or Hydron Products as
Hydron shall arrange and request on the QVC Network;
(iv) render such other services incidental to the foregoing
as may be reasonably requested by Hydron.
(b) ▇▇▇▇▇▇▇▇ shall render her services set forth in paragraph "(a)"
above, on such dates, at such times and in such manner as shall be required by
Hydron.
(c) Subject to the provisions of this Agreement, ▇▇▇▇▇▇▇▇ shall
promptly comply with whatever reasonable instructions Hydron may give ▇▇▇▇▇▇▇▇
in connection with the rendition of her services hereunder.
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(d) ▇▇▇▇▇▇▇▇ hereby grants the Company a license to use the Property
throughout the Territory on or in connection with the marketing of Hydron
Products. Upon the termination of this Agreement, the Company shall have one
year to sell or distribute any Hydron Products or marketing materials produced
prior to such termination using or incorporating the Property.
3. Restrictive Covenants.
(a) ▇▇▇▇▇▇▇▇ shall render all services required under the provisions
of this Agreement to the best of her ability, in a conscientious manner, and
subject to Hydron's reasonable approval, direction and control at all times.
▇▇▇▇▇▇▇▇ shall not do anything in any way inconsistent with her obligations or
duties hereunder or adverse to Hydron's rights or interests.
(b) ▇▇▇▇▇▇▇▇ shall not, during the Term, or at any time thereafter,
reveal to any third party, without Hydron's specific prior written consent, any
trade secrets or confidential information or other matters learned from Hydron
or its licensees, affiliates or agents, the revealing of which could be
reasonably expected to adversely affect Hydron's or any such entity's business,
or to cause injury or embarrassment to Hydron, its employees, directors,
shareholders, agents, affiliates or licensees, unless required by law to do so.
(c) ▇▇▇▇▇▇▇▇ shall not, promote at any time during the Term, in any
part of the Territory, any products similar to or competitive with Hydron
Products.
(d) ▇▇▇▇▇▇▇▇ shall not, at any time during the Term, make any
personal appearances, or appear in any advertisement, promotion or commercial,
promoting, advertising or endorsing any skin care products similar to or
competitive with Hydron Products, except as requested by Hydron.
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4. Compensation.
(a) In full consideration for the services to be rendered by
▇▇▇▇▇▇▇▇ and in complete discharge of Hydron's obligations to Anderson, Hydron
shall pay ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall accept from Hydron an appearance fee of
Fifteen Thousand ($15,000) United States Dollars (the "Appearance Fee") for each
Event. Such Appearance Fee shall be payable within the week following in which
such Event is completed.
(b) In addition to the Appearance Fee, ▇▇▇▇▇▇▇▇ shall be entitled to
receive a Performance Bonus based upon the following schedule:
(i) 1% of the first $500,000 of QVC Sales during any month of
the Term that ▇▇▇▇▇▇▇▇ appears in excess of the Base Amount for such month;
(ii) 2% of the next $500,000 of QVC Sales during any month of
the Term that ▇▇▇▇▇▇▇▇ appears in excess of the Base Amount for such month;
(iii) 3% of the next $1,000,000 of QVC Sales during any month
of the Term that ▇▇▇▇▇▇▇▇ appears in excess of the Base Amount for such month;
and
(iv) 4% of all QVC Sales during any month of the term that
▇▇▇▇▇▇▇▇ appears in excess of the Base Amount for such month above $2,000,000.
(c) In the event that QVC Sales for any month during the Term does
not exceed the Base Amount for such month, the difference between QVC Sales and
the Base Amount (a "QVC Sales Deficit") for such month shall be added to the
Base Amount for the succeeding month, provided, however, that any QVC Sales
Deficit realized during the first three months of the Term shall not be subject
to this provision.
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(d) All amounts due and owing to ▇▇▇▇▇▇▇▇ pursuant to Section 4(b)
hereof shall be payable on the last business day of the month following the
month in which such Performance Bonus was earned.
(e) Hydron shall reimburse ▇▇▇▇▇▇▇▇ for all reasonable out-of-pocket
travel and lodging expenses paid or incurred by ▇▇▇▇▇▇▇▇ in connection with
▇▇▇▇▇▇▇▇'▇ travel to and from Fort Lauderdale, Florida (Coach Class), related to
her obligations. All other expenses incurred by ▇▇▇▇▇▇▇▇ in connection with this
agreement shall be the sole responsibility of ▇▇▇▇▇▇▇▇.
5. Term Extension
Upon written notice to ▇▇▇▇▇▇▇▇, delivered prior to May 15, 1998,
the Term hereunder shall be extended for one additional period of six months.
The terms of said extension shall be negotiated upon receipt of such notice.
6. Termination.
(a) Hydron, in addition to any other rights or remedies it may have,
shall have the right to terminate this Agreement, effective immediately upon
written notice to Anderson, in the event that:
(i) ▇▇▇▇▇▇▇▇ dies or for any reason does not or is unable to
perform the obligations or the services or make the appearances specified in
paragraph 2 hereof or otherwise required by this Agreement;
(ii) ▇▇▇▇▇▇▇▇ is found to have committed a fraud or embezzled,
misappropriated or converted any property or is convicted of any felony or any
crime involving moral turpitude;
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(iii) ▇▇▇▇▇▇▇▇ commits any act or is found to have committed
any act which brings her into public disrepute, contempt, scandal or ridicule or
which tends to shock, insult or offend the community or any group or class
thereof or which reflects unfavorably upon the reputation of Hydron or its
licensees or impairs the ability to market and sell Hydron Products.
(b) In addition to the foregoing rights to terminate "for cause,"
Hydron shall have the right to terminate this Agreement, upon written notice to
▇▇▇▇▇▇▇▇ and the payment of $15,000 in addition to any accrued and unpaid
amounts due to ▇▇▇▇▇▇▇▇ hereunder.
(c) Anderson, in addition to any rights or remedies it may have,
shall have the right to terminate this Agreement upon written notice to Hydron
in the event that:
(i) Hydron breaches any material provision of this Agreement
and such breach continues for a period of more than thirty days after written
notice thereof is given by ▇▇▇▇▇▇▇▇ to Hydron, or in the event that such breach
is capable of being cured, but cannot reasonably with due diligence and in good
faith be cured within such thirty day period, Hydron fails to remedy such breach
as promptly as possible thereafter; provided that Hydron promptly commences and
proceeds with due diligence to cure such breach;
(ii) Hydron files or consents to the filing of a petition for
relief, for reorganization, for the appointment of a receiver or for an
arrangement under any bankruptcy, insolvency or similar law, or involuntary
petition under such law is filed against Hydron and not dismissed within ninety
(90) days, or Hydron makes a general assignment for the benefit of creditors, or
Hydron files an answer admitting the material allegations of a petition filed
against it in any such bankruptcy or insolvency proceeding; or
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(iii) Hydron is convicted of a felony violation of any
federal, state or local statute, rule or regulation in connection with the
manufacture, sale, advertisement or promotion of the Hydron Products in
connection with which ▇▇▇▇▇▇▇▇ renders services hereunder, or any of them.
7. Assignment.
Hydron may assign this contract in full or in part in its discretion
including, without limitation, the services of ▇▇▇▇▇▇▇▇ in any capacities as set
forth herein to another entity or person who agrees to assume and perform all of
Hydron's obligations hereunder. In the event of any such assignment, all of the
terms and conditions hereto shall remain in full force and effect and any such
assignment shall not prevent a further like assignment under the terms of this
paragraph.
8. Governing Law.
All questions with respect to the construction of this Agreement and
rights and liabilities of the parties with respect thereto shall be governed by
the laws of the State of New York applicable to contracts made and to be
performed entirely therein without regard to conflict of laws.
9. Notices. All notices, request, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been given if delivered personally or, upon receipt, when
faxed or sent by certified or registered airmail, return receipt requested
postage prepared and addressed:
If to Hydron, to: Hydron Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: President
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If to ▇▇▇▇▇▇▇▇, to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: President
10. Entire Agreement.
This Agreement contains the entire understanding between the
parities hereto, and supersedes any prior written or oral agreements between
them respecting the subject matter contained herein. There are no
representations, agreements, arrangements, or understandings, either oral or
written, between or among any of the parties relating to the subject matter of
this Agreement which are not fully expressed herein.
11. Waiver. No failure by either party hereto to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute a waiver of any such breach or of any other covenant, duty, agreement
or condition of this Agreement, any such waiver being made only by a written
instrument executed and delivered by the waiving party.
12. Severability. If any of the covenants contained in this Agreement,
including, without limitation, those contained in Section 3 hereof, are
hereafter construed to be invalid or unenforceable in any jurisdiction, the same
shall not affect the remainder of the covenant or covenants or the
enforceability in any other jurisdiction, which shall be given full force and
effect, without regard to the invalid portions or the enforceability in such
other jurisdiction. If any of the covenants contained in Section 3 hereof are
held to be unenforceable because of the scope thereof, the parties agree that
the court making such determination shall have the power to reduce
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the duration or area of such provision and, in its reduced form, said provision
shall be enforceable; provided, however, that such court's determination shall
not affect the enforceability of Section 3 hereof in any other jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
HYDRON TECHNOLOGIES, INC.
By:________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title : President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSOCIATES
INCORPORATED
By:________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title : President
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Schedule A
Base Amount
(Average Monthly QVC Sales 1994-1997):
January $1,170,239
February $1,421,714
March $1,385,178
April $2,023,653
May $1,170,956
June $1,450,732
July $2,142,914
August [TO BE PROVIDED]
September [TO BE PROVIDED]
October [TO BE PROVIDED]
November [TO BE PROVIDED]
December [TO BE PROVIDED]
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